exv4w11



 





CONVERSION NOTICE




April 21, 2004




     On March 2, 2003, Flextronics International Ltd., a Singapore company (the
“Company”), acting through its branch office in Hong Kong, entered into a Note
Purchase Agreement (the “Agreement”) with the purchasers named in Exhibit A
hereto (each a “Purchaser”). On March 20, 2003, pursuant to the Agreement, the
Company issued to each Purchaser a Convertible Junior Subordinated Note due
2008 (the “Note”) in the principal amount (the “Face Amount”) set forth on
Exhibit A next to the respective name of each Purchaser.



     WHEREAS, The Company has the right, subject to the provisions of Section
4(c) of the Note, to cause the conversion of the Face Amount of each Note into
a number ordinary shares of the Company, par value S$0.01 per share, determined
by dividing the Face Amount by $10.50 (the “Conversion Price”).



     WHEREAS, the Closing Price (as defined in the Note) of the ordinary shares
of the Company for each of the 15 consecutive Trading Days (as defined in the
Note) ending on the date of this notice equals or exceeds 150% of the
Conversion Price.



     WHEREAS, the Company intends to file a registration statement on Form S-3
(the “Registration Statement”) covering the Notes and the ordinary shares
issuable upon conversion of the Notes.



     NOW THEREFORE, the Company hereby notifies each Purchase that it is
exercising its right under Section 4(c) of the Note to convert the entire Face
Amount of each Note into the number of ordinary shares set forth on Exhibit A
next to the respective name of each Purchaser. In lieu of the fractional
shares set forth on Exhibit A next to the respective name of each Purchaser,
cash will be paid in accordance with Section 4(d)(v) of the Note. The
Conversion Date (as such term is defined in the Note) shall be the Trading Day
immediately following the date on which the Registration Statement is declared
effective by the Securities and Exchange Commission. The Company will provide
notice of such effectiveness in writing to each Purchaser. Each Purchaser
shall surrender its Note for conversion to [Fenwick & West LLP, counsel for the
Company], at the address set forth below:



Fenwick & West LLP

801 California Street

Mountain View, CA 94041

Attention: Cynthia E. McAdam, Esq.



[Signature Page Follows]




 









 





	 	 	 	 	 
	 	Very truly yours,



FLEXTRONICS INTERNATIONAL LTD.

 	 
	 	By:  	/s/: Manny Marimuthu
 	 
	 	 	Name:  	Manny Marimuthu 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Conversion Notice]





2









 





EXHIBIT A




PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Face Amount of	 	 	 	 	 	Fractional Shares
	Name of Purchaser
	 	Notes
	 	Ordinary Shares
	 	to be Paid in Cash

	Silver Lake Partners Cayman, L.P.
320 Park Avenue, 33rd Floor
New York, NY 10022
Attention: Yolande Jun
Facsimile: (650) 233-2501
	 	$	189,137,627.08	 	 	 	18,013,107	 	 	 	0.34	 
	Silver Lake Investors Cayman, L.P.
320 Park Avenue, 33rd Floor
New York, NY 10022
Attention: Yolande Jun
Facsimile: (650) 233-2501
	 	$	5,321,551.54	 	 	 	506,814	 	 	 	0.43	 
	Silver Lake Technology Investors
Cayman, L.P.
320 Park Avenue, 33rd Floor
New York, NY 10022
Attention: Yolande Jun
Facsimile: (650) 233-2501
	 	$	540,821.38	 	 	 	51,506	 	 	 	0.80	 
	Integral Capital Partners VI, L.P.
2750 Sand Hill Road
Menlo Park, CA 94025
Facsimile: (650) 233-0366
	 	$	5,000,000.00	 	 	 	476,190	 	 	 	0.48	 








3